December 28, 2021
Company name:
Representative:Inquiries:Tel:

ES-CON Japan Ltd.
Takatoshi Ito, President &Representative Director(TSE 1st Section, code: 8892)
Minoru Nakanishi,Senior Managing Director+81-6-6230-9308

Notice on Acquisition of (Shares of) FUEL Inc.
ES-CON Japan Ltd. (ES-CON Japan) announces that a decision was made at the board of directors meeting
held today to acquire the shares of FUEL Inc. (“FUEL” hereinafter), whose businesses include managing online
investment funds to create opportunities to invest in real estate (or businesses related to real estate) andproviding computer systems to crowdfunding businesses in accordance with the Act on Specified Joint Real
Estate Ventures of Japan. The acquisition makes FUEL a subsidiary. The specifics are as follows.
1. Reasons for Acquiring Shares
ES-CON Japan chose to acquire 100% of FUEL’s shares with the aim of strengthening and expanding the ESCON Japan Group’s asset management business.
FUEL manages online investment funds to create opportunities for individual investors to make small
investments in real estate or real estate businesses via a simple Internet-based method. It also provides
computer systems to crowdfunding businesses in accordance with the Act on Specified Joint Real Estate
Ventures of Japan.
By making FUEL a subsidiary, we plan both to strengthen the quality and volume of our existing businesses
and to broaden their domains in various aspects, including the Group’s human resources, functions, andstructures. Making FUEL a subsidiary will also help swiftly develop the structures needed to begin tackling new
businesses related to the digital transformation (DX) of real estate (e.g., use of security tokens andcrowdfunding*) five to ten years into the future.
Goals set in the current fourth medium-term management plan, “IDEAL to REAL 2023” (for the three-year
period from the fiscal year ending December 2021 to the fiscal year ending December 2023) include
implementing management strategies such as business diversification and taking on the challenges of new
business domains under the policy title “Transformation and Rapid Progress,” as well as carrying out businessas a company needed by society. The acquisition of this subsidiary will contribute to the continuing evolution
and growth of our group.
*: Security tokens: Tokens used to manage investments via issuing digital securities based on blockchain technology.
Crowdfunding:

Crowdfunding businesses

2. Details of Transitioning Subsidiaries① Trade name
② Address③ Title/name of representative④ Business⑤ Capital⑥ Date of establishment
Major shareholders and⑦shareholding ratio

FUEL Inc.
2F, AD-O Shibuya Dogenzaka, 1-22-9 Dogenzaka, Shibuya-ku,
Tokyo
Souki Hosozawa, Representative Director
Yuichi Tokumo, Representative Director
Management of FUEL online investment funds, providing computersystems to crowdfunding businesses in accordance with the Act onSpecified Joint Real Estate Ventures of Japan, etc.
148 million yen
July 16, 1999
Souki Hosozawa: 100%1Capital relationship⑧Relationship between ES-CON
Japan and said company

Personnel relationship
Business relationship

Not applicableCompany Operating Officer Wataru Orii
is an outside director of FUEL.
Not applicable⑨ Business results of company over last three years
Fiscal year end

December 2018

(Unit: Thousand yen)
December 2019

December 2020

Net sales

34,268

5,113

8,854

Operating income(1,943)(55,146)(108,101)

Ordinary income

344(54,549)(108,095)

Net profit

91(57,292)(110,186)

Net assets

30,264125,472

229,127

Total assets

83,051

135,386

321,611

3. Details of Share Acquisition Counterparty① Trade nameSouki Hosozawa② Address
Relationship between listed company and③said individual

Setagaya-ku, Tokyo
Not applicable

4. Number of shares acquired and share ownership before/after acquisition① Number of shares owned before transition

0 shares (shareholding ratio: 0%)② Number of shares acquired

1,644 shares③ Number of shares owned after transition

1,644 shares (shareholding ratio: 100%)*The acquisition price is not indicated based on the will of the counterparty. However, it is equal to or less than 15% of
ES-CON Japan’s consolidated net assets at the end of the previous consolidated fiscal year.
The acquisition price of these shares is a fair value determined by the discounted cash flow method and book value ofnet assets, as well as comprehensive consideration of future business plans and synergies with ES-CON Japan.

5. Schedule① Date of execution

December 28, 2021

② Date of share transfer

January 21, 2022 (planned)

6. Future outlook
The impact of this share acquisition on ES-CON Japan’s consolidated results for the current fiscal periodis
negligible.

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